PREMIER OIL AND CHRYSAOR MERGE TO FORM A LARGE INDEPENDENT OIL AND GAS COMPANY

October 07, 2020

Premier and Harbour are pleased to announce that they have reached agreement with Harbour’s UK operating company Chrysaor, regarding a proposed all share merger between Premier and Chrysaor and the reorganisation of Premier’s existing debt and cross-currency swaps.
The Transaction will create the largest independent oil and gas company listed on the London Stock Exchange with combined production of over 250 kboepd. In addition, the Combined Group will have a strong balance sheet and significant international growth opportunities.
Key highlights:
• Premier to merge with Chrysaor through a reverse takeover; London listing retained
• The Transaction is expected to result in Premier’s stakeholders owning up to 23 per cent of the Combined Group and Harbour and other Chrysaor shareholders owning at least 77 per cent
• Premier’s shareholders are expected to own up to 5.45 per cent of the Combined Group
• Chrysaor’s largest shareholder, Harbour, is expected to own up to 39.02 per cent of the Combined Group
• Premier’s approximately US$2.7 billion of total gross debt and certain hedging liabilities will be repaid and cancelled on completion
• A cash payment of US$1.23 billion will be made to financial creditors of Premier and its subsidiaries
• The Combined Group’s Board of directors will comprise 11 directors including six independent non-executive directors and three executive
• The Transaction is subject to regulatory approvals and approval by Premier’s shareholders and the Existing Creditors
The Boards of Directors of Premier and Harbour believe the Transaction will:
• Bring together two complementary businesses to create the largest London-listed independent oil and gas company by production and reserves
• Combined production as at 30 June 2020 of over 250 kboepd and combined 2P reserves of 717 mmboe as at 31 December 2019
• Combined 2020 H1 revenue of US$1.76 billion and H1 EBITDAX of US$1.27 billion
• Competitive operating costs of US$10.5/boe in H1 2020
• Sector leading strategies to reduce the carbon footprint of their operations
• Result in a Combined Group with significant scale and diversification, through the combination of material operated and non-operated cash generative production hubs in the UK North Sea
• Create a business with a stable platform for future growth and the ability to fund and realise value from its development portfolio and international exploration projects
Transform Premier’s financial position, delivering a Combined Group with a strong and sustainable financing structure with resilience to compete in a lower commodity price environment; anticipated combined accounting net debt (excluding Letters of Credit) of approximately US$3.2 billion on completion
Create substantial cost and tax synergies, accelerating the use of Premier’s c. US$4.1 billion of UK tax losses and unlocking significant value for shareholders
Create a combined business with the potential to offer a meaningful dividend for shareholders over time
Premier Oil plc is an independent UK oil company based in London, with gas and oil interests in the UK, Asia, Africa and Mexico.
Established in 2007, Chrysaor is a UK’s leading independent North Sea oil and gas group based in London with offices in Aberdeen and Oslo, Norway. In the UK, Chrysaor produces 200 mboe/day and operates 14 fields across several hub facilities including Armada, Everest, Lomond, Greater Britannia, J-Area and the East Irish Sea. The company holds 11 licences across 18 blocks in Norway.
(Source: Premier oil – Image Chrysaor North Everest platform/Chrysaor)